Astria Therapeutics (ATXS) director logs cash-and-stock merger payout

Rhea-AI Filing Summary

Astria Therapeutics director Jonathan Violin reported automatic changes to his holdings following the company’s merger with BioCryst Pharmaceuticals. On January 23, 2026, Astria became a wholly owned subsidiary of BioCryst through a merger, and each Astria common share was converted into the right to receive 0.59 of a BioCryst common share plus $8.55 in cash, without interest and subject to taxes. Violin reported the disposition of 263,321 shares of Astria common stock in this transaction, leaving no common shares directly owned afterward. Several Astria stock options with exercise prices below $13.00 became fully vested at the merger’s effective time and were canceled in exchange for cash based on the difference between $13.00 and each option’s exercise price, while options with exercise prices at or above $13.00 were canceled with no payment.

Insights

M&A and equity compensation analyst

Form 4 reflects automatic cash-and-stock merger payout, not open-market selling.

This filing shows how Jonathan Violin’s Astria equity converted when Astria became a wholly owned subsidiary of BioCryst Pharmaceuticals on January 23, 2026. Each Astria common share turned into the right to receive 0.59 BioCryst common shares plus $8.55 in cash, explaining why 263,321 Astria shares are coded as disposed at a zero price.

The stock options detail how employee and director incentives were settled. Options with exercise prices below $13.00 became fully vested and were canceled for cash equal to the number of underlying shares times the excess of $13.00 over the exercise price. Options with exercise prices at or above $13.00 were canceled without payment and are not listed in the transactions. This is a standard merger clean-up of pre‑deal equity rather than discretionary trading by the director.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Violin Jonathan

(Last) (First) (Middle)

C/O ASTRIA THERAPEUTICS, INC.

22 BOSTON WHARF ROAD, 10TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Astria Therapeutics, Inc. [ ATXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/23/2026		D		263,321	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$12.24(2)	01/23/2026		D		14,166(2)		(3)	(3)	Common Stock	14,166(2)	(3)	0	D
Stock Option (Right to Buy)	$3	01/23/2026		D		8,333		(3)	(3)	Common Stock	8,333	(3)	0	D
Stock Option (Right to Buy)	$11.35	01/23/2026		D		14,100		(3)	(3)	Common Stock	14,100	(3)	0	D
Stock Option (Right to Buy)	$9.18	01/23/2026		D		14,100		(3)	(3)	Common Stock	14,100	(3)	0	D
Stock Option (Right to Buy)	$5.79	01/23/2026		D		26,550		(3)	(3)	Common Stock	26,550	(3)	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger, dated as of October 14, 2025, by and among the Issuer, BioCryst Pharmaceuticals, Inc. ("BioCryst"), and Axel Merger Sub, Inc., a wholly-owned subsidiary of BioCryst, on January 23, 2026, Axel Merger Sub, Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of BioCryst (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Issuer common stock, excluding shares held by the Issuer, BioCryst, or their wholly-owned subsidiaries or dissenting stockholders, that was issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 0.59 of a share of common stock of BioCryst and, if applicable, cash in lieu of fractional shares, and (ii) $8.55 in cash, without interest, subject to withholding taxes.

2. These numbers have been adjusted to reflect the 1-for-6 reverse stock split the Issuer effected on August 19, 2021.

3. At the Effective Time, each Issuer stock option for which the applicable exercise price was less than $13.00 (each, an "In-the-Money Option") that was outstanding immediately prior to the Effective Time became fully vested and exercisable and was canceled in exchange for the payment in cash equal to the product of (i) the total number of shares of common stock subject to such canceled In-the-Money Option immediately prior to the Effective Time and (ii) the excess of $13.00 over the exercise price per share subject to each such canceled In-the-Money Option, without interest.

Remarks:

At the Effective Time, each Issuer stock option for which the applicable exercise price was equal to or greater than $13.00 (each, an "Out-of-the-Money Option") that was outstanding immediately prior to the Effective Time was canceled for no consideration, which cancelation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-4(d) and Rule 16b-6(d) thereunder. Accordingly, the Reporting Person's Out-of-the-Money Options that were canceled in the Merger are not reported herein.

	/s/ Ben Harshbarger, as attorney-in-fact for Jonathan Violin	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Astria Therapeutics (ATXS) report on this Form 4?

The Form 4 reports that director Jonathan Violin disposed of 263,321 shares of Astria common stock and all reported stock options on January 23, 2026, in connection with Astria’s merger into BioCryst Pharmaceuticals, leaving him with no directly held Astria common shares or listed options afterward.

How were Astria Therapeutics (ATXS) shares converted in the BioCryst merger?

At the merger’s effective time, each outstanding share of Astria common stock (other than specified excluded or dissenting shares) was converted into the right to receive 0.59 of a share of BioCryst common stock plus $8.55 in cash, without interest and subject to withholding taxes.

What happened to Jonathan Violin’s Astria stock options in the merger?

At the effective time, each Astria stock option with an exercise price below $13.00 became fully vested and exercisable and was then canceled for a cash payment equal to the number of underlying shares times the excess of $13.00 over the option’s exercise price. Options with exercise prices at or above $13.00 were canceled for no consideration and are not reported in the transaction table.

Does this Form 4 show open-market buying or selling by the Astria director?

No. The transactions are reported with a “D” code and zero price, and the footnotes explain they result from the merger between Astria and BioCryst. The changes reflect automatic conversion and cancellation of securities at closing, not discretionary trades on the open market.

Why are some option and share numbers noted as adjusted for Astria Therapeutics (ATXS)?

One footnote states that the reported numbers have been adjusted to reflect the 1-for-6 reverse stock split Astria effected on August 19, 2021, so the share counts shown incorporate that reverse split.

What is the significance of the $13.00 reference price for Astria stock options?

The footnotes define Astria options with an exercise price below $13.00 as “In-the-Money Options”. Those options received a cash payment equal to the number of shares underlying the option times the excess of $13.00 over the exercise price, while options with exercise prices at or above $13.00 were canceled without payment.